Common Stock Warrant Liability

6 Months Ended

Jun. 30, 2025

On January 19, 2021, in connection with entering into the Credit Agreement, the Company issued Hayfin

a warrant to purchase 108,154 shares of common stock at an exercise price of $0.03 per share. On

March 17, 2022, upon amendment to the Credit Agreement, the Company issued Hayfin a warrant to

purchase 77,253 shares of common stock at an exercise price of $0.03 per share. On March 3, 2023,

upon Amendment No. 4 to the Credit Agreement and as a result of antidilution adjustment provisions in

connection with the Series F redeemable convertible preferred stock financing, the Company issued

Hayfin a warrant to purchase 1,462,260 shares of common stock at an exercise price of $0.03 per share

(collectively, the “Warrants”). As of June 30, 2025 and December 31, 2024, all warrants remained

outstanding.

The Warrants have a net exercise provision under which their holders may, in lieu of payment of the

exercise price in cash, surrender the warrant and receive a net amount of shares based on the fair market

value of the Company’s stock at the time of exercise of the Warrants after deduction of the aggregate

exercise price. The Warrants also have customary antidilution protection provisions. The Warrants will

terminate on the ten-year anniversary of the issuance date, however, the Warrants will automatically net

exercise immediately prior to termination if the fair market value of one share of common stock exceeds

the then current exercise price per share of common stock. In connection with certain change of control

transactions, which include SPAC combinations, mergers, consolidations and the sale or lease of

substantially all of the assets of the Company, the Warrants will also automatically net exercise if the fair

market value of one share of common stock exceeds the then current exercise price per share of

common stock. The Warrants do not automatically net exercise in connection with an IPO.

The aggregate fair value of the Warrants issued in connection with the initial Credit Agreement and the

amended Credit Agreement was $4.3 million and $3.5 million, respectively, at issuance and was

recognized as a debt discount and recorded as a warrant liability.

The warrant liabilities were remeasured to fair value, resulting in a loss of $863,000 and $3.9 million

during the three months ended June 30, 2025 and 2024, respectively, and a loss of $2.5 million and $3.9

million during the six months ended June 30, 2025 and 2024, respectively, within the condensed

consolidated statements of operations and comprehensive loss.

At December 31, 2024, the fair value of the common stock warrant liability was determined using the

Black-Scholes option pricing model based on the following weighted average assumptions:


	December 31,
	2024
Stock price ...................................................................................................................................	$12.68
Exercise price ..............................................................................................................................	$0.03
Contractual term (in years) .......................................................................................................	6.6
Expected volatility .......................................................................................................................	72.1%
Weighted-average risk-free interest rate ................................................................................	4.44%
Dividend yield ..............................................................................................................................	—

At June 30, 2025, due to the proximity of the Company’s IPO, the fair value of the common stock warrant

liability was based on the estimated fair value of the Company’s common stock.